XXXX XXXXXXX FUNDS II
AMENDMENT TO ADVISORY AGREEMENT
AMENDMENT (the "Amendment") made this 1st day of July, 2007, to the
Advisory Agreement dated October 17, 2005, as amended, between Xxxx Xxxxxxx
Funds II, a Massachusetts business trust (the "Trust") and Xxxx Xxxxxxx
Investment Management Services, LLC, a Delaware limited liability company
("JHIMS" or the "Adviser"). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A is revised to change the advisory fee for the All Cap Growth Fund
(the "Fund"):
2. EFFECTIVE DATE
The Amendment shall become effective with respect to the Fund on the later
of:
(i) the date of its execution and (ii) approval by the Board of Trustees of
the Trust of the Amendment.
XXXX XXXXXXX FUNDS II
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President, Investments
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
APPENDIX A
The Adviser shall serve as investment adviser for each Fund of the Trust
listed below. The Trust will pay the Adviser, as full compensation for all
services provided under this Agreement with respect to each Fund, the fee
computed separately for such Fund at an annual rate as follows (the "Adviser
Fee").
The term Aggregate Net Assets in the chart below includes the net assets of
a Fund of the Trust. It also includes with respect to certain Funds as indicated
in the chart the net assets of one or more other portfolios, but in each case
only for the period during which the subadviser for the Fund also serves as the
subadviser for the other portfolio(s) and only with respect to the net assets of
such other portfolio(s) that are managed by the subadviser.
For purposes of determining Aggregate Net Assets and calculating the
Adviser Fee, the net assets of the Fund and each other fund of the Trust are
determined as of the close of business on the previous business day of the
Trust, and the net assets of each portfolio of each other fund are determined as
of the close of business on the previous business day of that fund.
The Adviser Fee for a Fund shall be based on the applicable annual fee rate
for the Fund which for each day shall be equal to (i) the sum of the amounts
determined by applying the annual percentage rates in the table to the
applicable portions of Aggregate Net Assets divided by (ii) Aggregate Net Assets
(the "Applicable Annual Fee Rate"). The Adviser Fee for each Fund shall be
accrued and paid daily to the Adviser for each calendar day. The daily fee
accruals will be computed by multiplying the fraction of one over the number of
calendar days in the year by the Applicable Annual Fee Rate, and multiplying
this product by the net assets of the Fund. Fees shall be paid either by wire
transfer or check, as directed by the Adviser.
If, with respect to any Fund, this Agreement becomes effective or
terminates, or if the manner of determining the Applicable Annual Fee Rate
changes, before the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination or from the beginning of such month to the date of such
change, as the case may be, shall be prorated according to the proportion which
such period bears to the full month in which such effectiveness or termination
or change occurs.
BETWEEN
FIRST $500 MILLION EXCESS OVER
$500 MILLION AND $1 BILLION
OF AGGREGATE NET $1 BILLION OF AGGREGATE NET
PORTFOLIO ASSETS* OF AGGREGATE NET ASSETS* ASSETS*
--------- ---------------- ------------------------ ----------------
All Cap Growth
* Aggregate Net Assets include the net assets of the All Cap Growth Trust, a
series of Xxxx Xxxxxxx Trust, and the All Cap Growth Fund, a series of Xxxx
Xxxxxxx Funds II.
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